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Ashu (Self)     13 October 2011

Resignation of first director

Hi I just want to clear. Is it be as per law

simultanoues appointmnet of new director and resignation of first director  confirming same in the one board meeting, when if there is only two directors in a pvt. ltd company & the co. is just one year old & only its first AGM has been done.


 4 Replies

rajguptacs (professional)     13 October 2011

There is no bar on resignation of first director.  However you may first appoint a new director and then resignation of first director may be accepted.  This may be done in the same meeting, but the form 32 be filed with the digital of other director, who is not the resigning director/newly appointed director.

Rajesh Gupta

Nadeem Qureshi (Advocate/     13 October 2011

Dear Raju

Mr.Gupta is right i am agree with him

SOWMYA (XXX)     17 October 2011

Yes.. The appointment and resignation can be done in one single B.M. Please do check the AOA of the Company with respect to appointment of Directors. i.e whether there is a provision for appointing directors in B.M. etc.. 

Neha Agarwal (student)     19 October 2011

Hi Ashua!

In case of any Company where there is a minimum no. of Directors appointed at the time of incorporation and if any of such directors wants to resign from its post, then there is a requirement of appointment of a new director before such resignation to nullify the effect of the resignation and to avoid the circumstances where the co. will fall below the min no. .

In your case, you can do like this:  first pass the resolutioon for the appointment of the new Director and then pass the resolution for the cessation of old director in the same meeting. This will automatically make ur minimum requirement fulfill. Since doing vice-versa make the company fall below the minimum no. of Directors.

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